KAFU Holdings (QP), L.P. - 30 Jun 2021 Form 4 Insider Report for PLAINS GP HOLDINGS LP (PAGP)

Role
Director, Other*
Signature
/s/ Michael O'Neil
Issuer symbol
PAGP
Transactions as of
30 Jun 2021
Net transactions value
$0
Form type
4
Filing time
02 Jul 2021, 11:31:59 UTC
Next filing
04 Oct 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PAGP Class A Shares Other $0 +25,554 $0.000000 25,554 30 Jun 2021 See footnotes F1, F2, F3
transaction PAGP Class A Shares Other $0 -25,554 -100% $0.000000* 0 30 Jun 2021 See footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PAGP Class B Shares/Class A Units/GP Units Options Exercise $0 -25,554 -0.17% $0.000000 15,273,461 30 Jun 2021 Class A Shares 25,554 $0.000000 See footnotes F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 KAFU Holdings (QP), L.P. ("KAFU") holds Class B shares representing limited partner interests in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A Units representing limited partner interests in Plains AAP, L.P. ("AAP"). The Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and GP Units, for a like number of Class A shares of the Issuer. On June 30, 2021, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 25,554 Class A Units.
F2 Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.
F3 The reported transaction involves an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P.
F4 In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 535,009 Class A units. As a result, such Class A units were cancelled and 535,009 Common Units of Plains All American Pipeline, L.P. were distributed by AAP to KAFU. The number of derivative securities owned reflects both the exchange transaction reported herein and the simultaneous redemption transaction.

Remarks:

Kevin McCarthy is a director of the managing general partner of the Issuer. Based on the relationship of Mr. McCarthy and the Reporting Persons, the Reporting Persons may be deemed directors by deputization of the Issuer. KAFU Holdings (QP), L.P., and KACALP, which is the manager of the general partner of KAFU, are referred to herein as the "Reporting Persons". The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.